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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[  ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           FOR THE TRANSITION PERIOD FROM ___________ TO _____________

                         COMMISSION FILE NUMBER: 0-13857

                                NOBLE CORPORATION
             (Exact name of registrant as specified in its charter)

          CAYMAN ISLANDS                                   98-0366361
 --------------------------------                     ---------------------
   (State or other jurisdiction                         (I.R.S. employer
 of incorporation or organization)                    identification number)

          13135 SOUTH DAIRY ASHFORD, SUITE 800, SUGAR LAND, TEXAS 77478
               (Address of principal executive offices) (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100


           Securities registered pursuant to Section 12(b) of the Act:

ORDINARY SHARES, PAR VALUE $.10 PER SHARE          NEW YORK STOCK EXCHANGE
    PREFERRED SHARE PURCHASE RIGHTS                NEW YORK STOCK EXCHANGE
    -------------------------------                -----------------------
        Title of each class                         Name of each exchange
                                                    on which registered

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

         Aggregate market value of Ordinary Shares held by nonaffiliates as of
June 28, 2002: $5,098,000,000

         Number of shares of Ordinary Shares outstanding as of March 6, 2003:
133,579,505

                       DOCUMENTS INCORPORATED BY REFERENCE

         Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:

         (1) Proxy statement for the 2003 annual meeting of members - Part III

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         This Amendment No. 1 to Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 Form 10-K") is being filed for the following
purposes:


         (1)  To file the financial statements required by Form 11-K for the
              fiscal year ended December 31, 2002 with respect to the Noble
              Drilling Corporation 401(k) Savings Plan (formerly named the Noble
              Drilling Corporation Thrift Plan) as Exhibit 99.3.


         (2)  To amend Item 15 of the 2002 Form 10-K to reflect the filing
              herewith of new Exhibit 99.3. Item 15 is restated as set forth
              below.

         (3)  To restate in its entirety the Index to Exhibits to the 2002 Form
              10-K as set forth following the signature page, in order to
              reflect the inclusion therein, and the filing herewith, of new
              Exhibit 99.3.

         The 2002 Form 10-K is not being updated by this Amendment No. 1, except
as specifically enumerated above.


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      The following documents are filed as part of this report:

         (1)  A list of the financial statements filed as a part of this report
              is set forth in Item 8 on page 28 and is incorporated herein by
              reference.

         (2)  Financial Statement Schedules:

              All schedules are omitted because they are either not applicable
              or required information is shown in the financial statements or
              notes thereto.

         (3)  Exhibits:

              The information required by this Item 15(a)(3) is set forth in the
              Index to Exhibits accompanying this Annual Report on Form 10-K and
              is incorporated herein by reference.

         (4)  Financial Statements required by Form 11-K for the fiscal year
              ended December 31, 2002, with respect to the Noble Drilling
              Corporation 401(k) Savings Plan are filed as Exhibit 99.3 hereto.

(b)      Reports on Form 8-K:

         We furnished a Form 8-K on October 24, 2002, which included our press
         release dated October 24, 2002 as Exhibit 99.1, announcing financial
         results for the quarter ended September 30, 2002.

         We furnished a Form 8-K on December 9, 2002, which included our Fleet
         Status Update as of December 9, 2002 as Exhibit 99.1.


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                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                         NOBLE CORPORATION



         Date:  June 27, 2003            By:  /s/ JULIE J. ROBERTSON
                                            -----------------------------------
                                         Julie J. Robertson,
                                         Senior Vice President - Administration
                                         and Corporate Secretary



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                                INDEX TO EXHIBITS


EXHIBIT NUMBER                        EXHIBIT
--------------      -----------------------------------------------------------

    2.1             Agreement and Plan of Merger dated as of March 11, 2002
                    among Noble Corporation, Noble Cayman Acquisition
                    Corporation, Noble Holding (U.S.) Corporation and Noble
                    Drilling Corporation (included as Annex A to the proxy
                    statement/prospectus that constitutes a part of the
                    Registrant's Registration Statement on Form S-4 (No.
                    333-84278) and incorporated herein by reference).

    3.1             Memorandum of Association of the Registrant (filed as
                    Exhibit 3.3 to the Registrant's Registration Statement on
                    Form S-4 (No. 333-84278) and incorporated herein by
                    reference).

    3.2             Articles of Association of the Registrant (filed as Exhibit
                    3.4 to the Registrant's Registration Statement on Form S-4
                    (No. 333-84278) and incorporated herein by reference).

    3.3             Terms of Series A Junior Participating Preferred Shares of
                    the Registrant (filed as Exhibit 4.1 to the Registrant's
                    Registration Statement on Form S-4 (No. 333-84278) and
                    incorporated herein by reference).

    4.1             Indenture dated as of March 1, 1999, between Noble Drilling
                    Corporation and Chase Bank of Texas, National Association,
                    as trustee (filed as Exhibit 4.1 to the Form 8-K of Noble
                    Drilling Corporation ("NDC") dated March 22, 1999 (date of
                    event: March 1, 1999) and incorporated herein by reference).

    4.2             Supplemental Indenture dated as of March 16, 1999, between
                    Noble Drilling Corporation and Chase Bank of Texas, National
                    Association, as trustee (filed as Exhibit 4.2 to NDC's Form
                    8-K dated March 22, 1999 (date of event: March 1, 1999) and
                    incorporated herein by reference).

    4.3             Rights Agreement between Noble Corporation and UMB Bank,
                    N.A., as Rights Agent, which includes the Form of Right
                    Certificate as Exhibit B thereto (filed as Exhibit 4.1 to
                    the Registrant's Registration Statement on Form S-4 (No.
                    333-84278) and incorporated herein by reference).

    4.4             First Amendment to Rights Agreement between Noble
                    Corporation and UMB Bank, N.A., as Rights Agent, dated as of
                    March 12, 2003 (filed as Exhibit 4.2 to the Registrant's
                    Form 8-K filed on March 14, 2003 and incorporated herein by
                    reference).

    4.5             Consent and Agreement dated December 20, 2001 by and among
                    Noble Drilling (Paul Romano) Inc., Noble Drilling
                    Corporation and the Noteholders a party hereto (filed as
                    Exhibit 4.6 to NDC's Annual Report on Form 10-K for the year
                    ended December 31, 2001 and incorporated herein by
                    reference).

    4.6             Note Purchase Agreement dated as of September 24, 1998, by
                    and among Noble Drilling (Paul Romano) Inc. and each of the
                    note purchasers thereunder. Each note purchaser has entered
                    into a separate Note Purchase Agreement, which agreements
                    are substantially identical in all material respects, except
                    for the principal amount of notes to be purchased. A
                    schedule identifying each of the note purchasers that
                    entered into a Note Purchase Agreement with Noble Drilling
                    (Paul Romano) Inc. and the principal amount of notes to be
                    purchased by each such note purchaser is included as
                    Schedule A to the Note Purchase Agreement (filed as Exhibit
                    4.1 to NDC's Quarterly Report on Form 10-Q for the
                    three-month period ended September 30, 1998 and incorporated
                    herein by reference).

     4.7            Trust Indenture and Security Agreement dated as of November
                    24, 1998, between Noble Drilling (Paul Romano) Inc. and
                    Chase Bank of Texas, National Association, as Trustee (filed
                    as Exhibit 4.18 to NDC's Registration Statement on Form S-3
                    (No. 333-72059) and incorporated herein by reference).


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    4.8             First Naval Mortgage covering the Noble Paul Romano dated as
                    of November 24, 1998, made by Noble Drilling (Paul Romano)
                    Inc. in favor of Chase Bank of Texas, National Association,
                    as Indenture Trustee (filed as Exhibit 4.19 to NDC's
                    Registration Statement on Form S-3 (No. 333-72059) and
                    incorporated herein by reference).

    4.9             Note Purchase Agreement dated as of July 1, 1998, by and
                    among Noble Drilling (Paul Wolff) Ltd., Chase Bank of Texas,
                    National Association, as Trustee, and each of the note
                    purchasers thereunder. Each note purchaser has entered into
                    a separate Note Purchase Agreement, which agreements are
                    substantially identical in all material respects, except for
                    the principal amount of notes purchased. A schedule
                    identifying each of the note purchasers that entered into a
                    Note Purchase Agreement with Noble Drilling (Paul Wolff)
                    Ltd. and the principal amount of notes purchased by each
                    such note purchaser is included in Annex I to the Note
                    Purchase Agreement (filed as Exhibit 4.4 to NDC's Quarterly
                    Report on Form 10-Q for the three-month period ended
                    September 30, 1998 and incorporated herein by reference).

    4.10            Indenture of First Naval Mortgage, dated as of July 1, 1998,
                    made by Noble Drilling (Paul Wolff) Ltd. in favor of Chase
                    Bank of Texas, National Association, as Trustee (filed as
                    Exhibit 4.5 to NDC's Quarterly Report on Form 10-Q for the
                    three-month period ended September 30, 1998 and incorporated
                    herein by reference).

    4.11            Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
                    Corporation in favor of Chase Bank of Texas, National
                    Association, as Trustee (filed as Exhibit 4.6 to NDC's
                    Quarterly Report on Form 10-Q for the three-month period
                    ended September 30, 1998 and incorporated herein by
                    reference).

    4.12            Note Purchase Agreement dated as of December 21, 1998, by
                    and among Noble Drilling (Jim Thompson) Inc., Chase Bank of
                    Texas, National Association, as Trustee, and each of the
                    note purchasers hereunder. Each note purchaser has entered
                    into a separate Note Purchase Agreement, which agreements
                    are substantially identical in all material respects, except
                    for the principal amount of notes purchased. A schedule
                    identifying each of the note purchasers that entered into a
                    Note Purchase Agreement with Noble Drilling (Jim Thompson)
                    Inc. and the principal amount of notes purchased by each
                    such note purchaser is included as Annex I to the Note
                    Purchase Agreement (filed as Exhibit 4.24 to NDC's
                    Registration Statement on Form S-3 (No. 333-72059) and
                    incorporated herein by reference).

    4.13            Indenture of First Naval Mortgage, dated as of December 21,
                    1998, made by Noble Drilling (Jim Thompson) Inc. in favor of
                    Chase Bank of Texas, National Association, as Trustee (filed
                    as Exhibit 4.25 to NDC's Registration Statement on Form S-3
                    (No. 333-72059) and incorporated herein by reference).

    4.14            Parent Guaranty, dated as of December 21, 1998, by Noble
                    Drilling Corporation in favor of Chase Bank of Texas,
                    National Association, as Trustee (filed as Exhibit 4.26 to
                    NDC's Registration Statement on Form S-3 (No. 333-72059) and
                    incorporated herein by reference).

    4.15            Credit Agreement dated May 30, 2001, among Noble Drilling
                    Corporation, Christiania Bank og Kreditkasse ASA, New York
                    Branch, as Administrative Agent, and the lenders named
                    therein (filed as Exhibit 4 to NDC's Quarterly Report on
                    Form 10-Q for the three-month period ended June 30, 2001 and
                    incorporated herein by reference).

    4.16            Irrevocable Letter of Credit, dated December 20, 2001, by
                    Nordea Bank Norge ASA, New York Branch, and issued to JP
                    Morgan Chase Bank, as Trustee of the Trust Indenture and
                    Security Agreement, dated as of November 24, 1998, between
                    Noble Drilling (Paul Romano) Inc. and the Trustee, for the
                    benefit of the note holders thereunder (filed as Exhibit
                    4.17 to NDC's Annual Report on Form 10-K for the year ended
                    December 31, 2001 and incorporated herein by reference).


                                       5

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    4.17            Amended and Restated Credit Agreement dated May 1, 2002
                    among Noble Corporation, Noble Holding (U.S.) Corporation,
                    Noble Drilling Corporation, Nordea Bank Norge ASA, New York
                    Branch, as Administrative Agent, and the lenders named
                    therein (filed as Exhibit 4.1 to the Registrant's Quarterly
                    Report on Form 10-Q for the three-month period ended March
                    31, 2002 and incorporated herein by reference).

    4.18            First Amendment to Note Purchase Agreement and Consent,
                    dated March 15, 2002, between Noble Drilling (Jim Thompson)
                    Inc., each of the note purchasers thereunder and JPMorgan
                    Chase Bank, National Association, as trustee (filed as
                    Exhibit 4.2 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    4.19            Amended and Restated Parent Guaranty, dated as April 25,
                    2002, by Noble Corporation, Noble Holding (U.S.) Corporation
                    and Noble Drilling Corporation, in favor of JPMorgan Chase
                    Bank, National Association, as trustee, for the benefit of
                    the note purchasers under the Note Purchase Agreement and
                    Consent with Noble Drilling (Jim Thompson) Inc. (filed as
                    Exhibit 4.3 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    4.20            First Amendment to Note Purchase Agreement and Consent,
                    dated March 15, 2002, between Noble Drilling (Paul Wolff)
                    Ltd., each of the note purchasers thereunder and JPMorgan
                    Chase Bank, National Association, as trustee (filed as
                    Exhibit 4.4 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    4.21            Amended and Restated Parent Guaranty, dated as May 1, 2002,
                    by Noble Corporation, Noble Holding (U.S.) Corporation and
                    Noble Drilling Corporation, in favor of JPMorgan Chase Bank,
                    National Association, as trustee, for the benefit of the
                    note purchasers under the Note Purchase Agreement and
                    Consent with Noble Drilling (Paul Wolff) Ltd. (filed as
                    Exhibit 4.5 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    4.22            Second Supplemental Indenture, dated as of April 30, 2002,
                    between Noble Drilling Corporation, Noble Holding (U.S.)
                    Corporation and Noble Corporation, and JPMorgan Chase Bank,
                    as trustee (filed as Exhibit 4.6 to the Registrant's
                    Quarterly Report on Form 10-Q for the three-month period
                    ended March 31, 2002 and incorporated herein by reference).

    10.1*           Noble Corporation 1991 Stock Option and Restricted Stock
                    Plan (filed as Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (No. 333-80511) and incorporated
                    herein by reference).

    10.2*           Amendment to the Noble Corporation 1991 Stock Option and
                    Restricted Stock Plan, dated October 28, 1999 (filed as
                    Exhibit 10.21 to NDC's Annual Report on Form 10-K for the
                    year ended December 31, 1999 and incorporated herein by
                    reference).

    10.3*           Amendment, effective as of May 1, 2002, to the Noble
                    Corporation 1991 Stock Option and Restricted Stock Plan
                    (filed as Exhibit 10.1 to Post-Effective Amendment No. 1 to
                    the Registrant's Registration Statement on Form S-8 (No.
                    333-80511) and incorporated herein by reference).

    10.4*           Noble Corporation 1992 Nonqualified Stock Option Plan for
                    Non-Employee Directors (filed as Exhibit 4.1 to the
                    Registrant's Registration Statement on Form S-8 (No.
                    33-62394) and incorporated herein by reference).

    10.5*           Amendment No. 1 to the Noble Corporation 1992 Nonqualified
                    Stock Option Plan for Non-Employee Directors dated as of
                    July 28, 1994 (filed as Exhibit 10.44 to NDC's Annual Report
                    on Form 10-K for the year ended December 31, 1994 and
                    incorporated herein by reference).


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    10.6*           Amendment, effective as of May 1, 2002, to the Noble
                    Corporation 1992 Nonqualified Stock Option Plan for
                    Non-Employee Directors (filed as Exhibit 10.1 to the
                    Post-Effective Amendment No. 1 to the Registrant's
                    Post-Effective Amendment No. 1 to the Registrant's
                    Registration Statement on Form S-8 (No. 33-62394) and
                    incorporated herein by reference).

    10.7*           Noble Corporation Equity Compensation Plan for Non-Employee
                    Directors (filed as Exhibit 10.1 to NDC's Quarterly Report
                    on Form 10-Q for the three-month period ended September 30,
                    1996 and incorporated herein by reference).

    10.8*           Amendment, effective as of May 1, 2002, to the Noble
                    Corporation Equity Compensation Plan for Non-Employee
                    Directors (filed as Exhibit 10.1 to Post-Effective Amendment
                    No. 1 to the Registrant's Registration Statement on Form S-8
                    (No. 333-17407) and incorporated herein by reference).

    10.9*           Noble Drilling Corporation Short Term Incentive Plan
                    (revised April 2002) (filed as Exhibit 10 to the
                    Registrant's Quarterly Report on Form 10-Q for the
                    three-month period ended June 30, 2002 and incorporated
                    herein by reference).

    10.10*          Noble Drilling Corporation 401(k) Savings Restoration Plan
                    (filed as Exhibit 10.1 to the Registrant's Registration
                    Statement on Form S-8 dated January 18, 2001 (No. 333-53912)
                    and incorporated herein by reference).

    10.11*          Amendment No. 1 to the Noble Drilling Corporation 401(k)
                    Savings Restoration Plan (filed as Exhibit 10.1 to
                    Post-Effective Amendment No. 1 to the Registrant's
                    Registration Statement on Form S-8 (No. 333-53912) and
                    incorporated herein by reference).

    10.12*          Noble Drilling Corporation Retirement Restoration Plan dated
                    April 27, 1995 (filed as Exhibit 10.2 to NDC's Quarterly
                    Report on Form 10-Q for the three-month period ended March
                    31, 1995 and incorporated herein by reference).

    10.13*          Amendment No. 1 to the Noble Drilling Corporation Retirement
                    Restoration Plan dated January 29, 1998 (filed as Exhibit
                    10.18 to NDC's Annual Report on Form 10-K for the year ended
                    December 31, 1997 and incorporated herein by reference).

    10.14           Guarantee dated August 26, 1994 between Noble Drilling
                    Corporation and Hibernia Management and Development Company
                    Ltd. (filed as Exhibit 10.45 to NDC's Annual Report on Form
                    10-K for the year ended December 31, 1994 and incorporated
                    herein by reference).

    10.15*          Form of Indemnity Agreement entered into between Noble
                    Corporation and each of its directors and officers (filed as
                    Exhibit 10.1 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    10.16*          Amended and Restated Employment Agreement, dated as of April
                    30, 2002, by and between Noble Drilling Corporation and
                    James C. Day (filed as Exhibit 10.2 to the Registrant's
                    Quarterly Report on Form 10-Q for the three-month period
                    ended March 31, 2002 and incorporated herein by reference).

    10.17           Parent Guaranty by Noble Corporation, dated as of April 30,
                    2002, of Amended and Restated Employment Agreement by and
                    between Noble Drilling Corporation and James C. Day (filed
                    as Exhibit 10.3 to the Registrant's Quarterly Report on Form
                    10-Q for the three-month period ended March 31, 2002 and
                    incorporated herein by reference).

    10.18*          Amended and Restated Employment Agreement, dated as of April
                    30, 2002, by and between Noble Drilling Corporation and
                    Robert D. Campbell (filed as Exhibit 10.4 to the
                    Registrant's Quarterly Report on Form 10-Q for the
                    three-month period ended March 31, 2002 and incorporated
                    herein by reference).


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    10.19           Parent Guaranty by Noble Corporation, dated as of April 30,
                    2002, of Amended and Restated Employment Agreement by and
                    between Noble Drilling Corporation and Robert D. Campbell
                    (filed as Exhibit 10.5 to the Registrant's Quarterly Report
                    on Form 10-Q for the three-month period ended March 31, 2002
                    and incorporated herein by reference).

    10.20*          Amended and Restated Employment Agreement, dated as of April
                    30, 2002, by and between Noble Drilling Corporation and Mark
                    A. Jackson (filed as Exhibit 10.6 to the Registrant's
                    Quarterly Report on Form 10-Q for the three-month period
                    ended March 31, 2002 and incorporated herein by reference).

    10.21           Parent Guaranty by Noble Corporation, dated as of April 30,
                    2002, of Amended and Restated Employment Agreement by and
                    between Noble Drilling Corporation and Mark A. Jackson
                    (filed as Exhibit 10.7 to the Registrant's Quarterly Report
                    on Form 10-Q for the three-month period ended March 31, 2002
                    and incorporated herein by reference).

    10.22*          Amended and Restated Employment Agreement, dated as of April
                    30, 2002, by and between Noble Drilling Corporation and
                    Julie J. Robertson (filed as Exhibit 10.8 to the
                    Registrant's Quarterly Report on Form 10-Q for the
                    three-month period ended March 31, 2002 and incorporated
                    herein by reference).

    10.23           Parent Guaranty by Noble Corporation, dated as of April 30,
                    2002, of Amended and Restated Employment Agreement by and
                    between Noble Drilling Corporation and Julie J. Robertson
                    (filed as Exhibit 10.9 to the Registrant's Quarterly Report
                    on Form 10-Q for the three-month period ended March 31, 2002
                    and incorporated herein by reference).

    10.24*          Amended and Restated Employment Agreement, dated as of April
                    30, 2002, by and between Noble Drilling Corporation and
                    Danny W. Adkins (filed as Exhibit 10.10 to the Registrant's
                    Quarterly Report on Form 10-Q for the three-month period
                    ended March 31, 2002 and incorporated herein by reference).

    10.25           Parent Guaranty by Noble Corporation, dated as of April 30,
                    2002, of Amended and Restated Employment Agreement by and
                    between Noble Drilling Corporation and Danny W. Adkins
                    (filed as Exhibit 10.11 to the Registrant's Quarterly Report
                    on Form 10-Q for the three-month period ended March 31, 2002
                    and incorporated herein by reference).

    21.1+           Subsidiaries of the Registrant.

    23.1+           Consent of PricewaterhouseCoopers LLP.

    23.2**          Consent of PricewaterhouseCoopers LLP.

    99.1+           Statement of James C. Day Pursuant to 18 U.S.C. Section
                    1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

    99.2+           Statement of Mark A. Jackson Pursuant to 18 U.S.C. Section
                    1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.

    99.3**          Financial Statements required by Form 11-K for the fiscal
                    year ended December 31, 2002 with respect to the Noble
                    Drilling Corporation 401(k) Savings Plan (including consent
                    of PricewaterhouseCoopers LLP regarding the incorporation by
                    reference thereof).

---------------
*     Management contract or compensatory plan or arrangement required to be
      filed as an exhibit hereto.

**    Filed with this Amendment No. 1.

+     This exhibit was previously filed as part of, and is hereby
      incorporated by reference to the same numbered exhibit filed with, the
      Registrant's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2002.


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